EXHIBIT 10.9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 1st day of March,
2000, is entered into by and between Corechange, Inc., a Delaware corporation
with its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
XX 00000 (the "Company"), and Xxxxxx X. Xxxxxx, residing at 00 Xxxxxx Xxxxxx,
Xxx. #0, Xxxxxx, XX 00000 (the "Employee").
The Company desires to employ the Employee, and the Employee desires to be
employed by the Company. In consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:
1. TERM OF EMPLOYMENT. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement and subject to the provisions of Section 4, for the
period commencing on [February 8, 2000] (the "Commencement Date") and ending on
[February 8, 2001]; provided that the Employment Period shall automatically be
extended upon its expiration for additional one-year periods unless either party
shall provide written notice to the other at least 30 days prior to such
expiration of its or his desire to terminate this Agreement upon its expiration
(the "Employment Period").
2. TITLE; CAPACITY. During the Employment Period, the Employee shall serve
as Executive Vice President of Development of the Company. The Employee shall be
subject to the supervision of, and shall have such authority as is delegated to
him by, the President of the Company (the "President") or the Board of Directors
of the Company (the "Board") consistent with his position as Executive Vice
President of Development. The Employee hereby accepts such employment and agrees
to undertake the duties and responsibilities normally inherent in such position
and such other duties and responsibilities as the President or the Board shall
from time to time reasonably assign to him consistent with his position as
Executive Vice President of Development.
3. COMPENSATION AND BENEFITS.
3.1 SALARY. The Company shall pay the Employee, in accordance with the
Company's standard payroll practices in effect from time to time, an annual base
salary of $155,000. This annual base salary may be increased by agreement
between the parties from time to time. The Company has paid the Employee since
the Commencement Date an annual base salary of $140,000.
3.2 BONUS. For each calendar year of the Company, the Employee shall
be entitled to receive a cash bonus, depending upon the achievement by the
Employee and/or the Company of management and developmental goals and objectives
to be set by the President, the Board and the Employee ("Management Objectives")
with respect to such calendar year.
3.3 FRINGE BENEFITS; VACATION. The Employee shall be entitled to
participate in the benefit and fringe benefit programs afforded by the Company
to its executives from time to time. The Employee shall be entitled to paid
vacation in accordance with the Company's standard vacation policies in effect
from time to time.
3.4 REIMBURSEMENT OF EXPENSES. The Company shall reimburse the
Employee for all reasonable travel, entertainment and other expenses incurred or
paid by the Employee in connection with, or related to, the performance of his
duties, responsibilities or services under this Agreement, upon presentation by
the Employee of documentation, expense statements, vouchers and/or such other
supporting information as the Company may reasonably request; provided, however,
that the amount available for such travel, entertainment and other expenses may
be fixed in advance by the President consistent with the Employee's position and
responsibilities as Executive Vice President of Development.
3.5 STOCK OPTIONS. In connection with the Employee's employment with
the Company, the Employee received options to purchase 10,000 shares of Common
Stock of the Company under the Company's 1997 Stock Incentive Plan (the "Plan")
pursuant to the terms of a stock option agreement entered into by the Company
and the Employee consistent with the Plan.
4. EMPLOYMENT TERMINATION. The employment of the Employee by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of the
following:
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4.1 Termination of this Agreement by either party in accordance with
Section 1.
4.2 At the election of the Company, for cause, immediately upon
written notice by the Company to the Employee. For the purposes of this Section
4.2, "cause" for termination shall be deemed to exist solely upon (a) the
occurrence of dishonesty or willful misconduct of the Employee (including,
without limitation, any breach of the Invention Agreement (as defined below)),
(b) the refusal of the Employee to perform his reasonably assigned duties for
the Company, which failure is not cured within 15 days after the giving of
written notice to the Employee by the Company or (c) the conviction of the
Employee of, or the entry of a pleading of guilty or nolo contendere by the
Employee to, any crime involving moral turpitude or any felony.
4.3 At the election of the Company, without cause, upon 30 days' prior
written notice to the Employee.
4.4 At the election of the Employee, without cause, upon 30 days'
prior written notice to the Company.
5. EFFECT OF TERMINATION.
5.1 TERMINATION BY THE COMPANY FOR CAUSE. In the event the Employee's
employment is terminated by the Company pursuant to Section 4.2, the Company
shall pay to the Employee the compensation and benefits otherwise payable to him
under Section 3 (other than any bonuses provided for in Section 3.2 for the
calendar year in which such termination is effective) through the last day of
his actual employment by the Company.
5.2 TERMINATION BY THE COMPANY WITHOUT CAUSE.
(a) In the event the Employee's employment is terminated by the
Company pursuant to Section 4.1 or 4.3, the Company shall pay or provide to the
Employee the compensation and benefits payable to him under Section 3 through
the last day of his actual employment by the Company and shall make severance
payments to the Employee at a monthly rate equal to one-twelfth of the annual
base salary referred to in Section 3.1 to which the Employee was entitled on the
effective date of such termination for a period of three months from the
effective date of such termination.
6. CONFIDENTIALITY; ASSIGNMENT OF INVENTIONS; NON-COMPETITION. The Employee
acknowledges that he has, on or prior to the date of this Agreement, executed
and delivered to the Company an Invention, Non-Disclosure and Non-Competition
Agreement (the "Invention Agreement"). The Employee hereby affirms and ratifies
his obligations thereunder.
7. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed effective upon personal delivery or three days
after deposit in the United States Post Office, by registered or certified mail,
postage prepaid, return receipt requested, addressed to the other party at the
address shown above (and, in the case of any notice
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to the Company, with a copy to Xxxxx Xxxx, Esq., Xxxx and Xxxx LLP, 00 Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 02109), or at such other address or addresses of
which either party shall notify the other in accordance with this Section 7.
8. PRONOUNS. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.
9. ENTIRE AGREEMENT. This Agreement and the Invention Agreement constitute
the entire agreement between the parties and supersede all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement and the Invention Agreement.
10. AMENDMENT. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.
11. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to conflict of laws provisions.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns;
provided further however that the obligations of the Employee are personal and
shall not be assigned by him.
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13. MISCELLANEOUS.
13.1 No delay or omission by either party in exercising any right
under this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by either party on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.
13.2 The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
13.3 In case any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.
13.4 This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
CORECHANGE, INC.
By: /S/ XXXXXXX XXXXXXXXX
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Title: V.P. FINANCE AND ADMINISTRATION
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EMPLOYEE
/S/ XXXXXX XXXXXX
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Xxxxxx X. Xxxxxx
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